UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 28, 2026

NAUTICUS ROBOTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40611

87-1699753

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

17146 Feathercraft Lane, Suite 450, Webster, TX 77598

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (281) 942-9069

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

KITT

The Nasdaq Stock Market LLC

Warrants

KITTW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

On January 28, 2026, Nauticus Robotics, Inc. (the "Company") held a special meeting of stockholders (the "Meeting"). At the Meeting, the Company's stockholders (1) approved, pursuant to Nasdaq Rule 5635, the issuance of shares of the Company’s common stock pursuant to the Equity Purchase Facility Agreement dated dated October 24, 2025 between the Company and the Investor party thereto (the “Purchase Agreement”) ; (2) approved pursuant to Nasdaq Rule 5635, the issuance of shares of the Company’s common stock upon the conversion of shares of the Series C Convertible Preferred Stock, issued pursuant to the Amendment and Exchange Agreement dated dated December 3, 2025 between the Company and certain institutional investors (the “Exchange Agreement”) and the corresponding Certificate of Designations of Rights and Preferences of Series C Convertible Preferred Stock; (3) approved a proposal authorizing the Board of Directors of the Company to enact one or more reverse splits of its shares at a cumulative ratio between one to 5 and one to 250 in the Board's discretion; and (4) a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, one or more of the other proposals to be voted on at the Special Meeting. While a majority of votes cast were in favor of a proposal to increase the authorized shares of the Company's common stock from 625,000,000 to 1,500,000,000, the proposal did not reach the required threshold of a majority of all issued and outstanding common stock, and was therefore not approved.

A total of 11,234,591 shares of common stock of the Company attended the Meeting by proxy or in person, representing 40.04% of the Company's outstanding common stock entitled to vote as of December 22, 2025, the record date of the Meeting. The results of the voting were as follows:


Proposal 1: To approve, pursuant to Nasdaq Rule 5635, the issuance of shares of the Company’s common stock pursuant to the Equity Purchase Facility Agreement (the “Purchase Agreement”) dated dated October 24, 2025 between the Company and the Investor party thereto ..

For	Against	Abstain	Broker Non-Votes
3,152,914	673,125	34,342	7,374,210


Proposal 2: To approve, pursuant to Nasdaq Rule 5635, the issuance of shares of the Company’s common stock upon the conversion of shares of the Series C Convertible Preferred Stock, issued pursuant to the Amendment and Exchange Agreement dated dated December 3, 2025, between the Company and certain institutional investors (the “Exchange Agreement”) and the corresponding Certificate of Designations of Rights and Preferences of Series C Convertible Preferred Stock.

For	Against	Abstain	Broker Non-Votes
3,155,900	665,102	39,379	7,374,210


Proposal 3: To approve a proposal to authorize the Board of Directors of the Company to enact one or more reverse splits of its shares at a cumulative ratio between one to 5 and one to 250 in the Board's discretion

For	Against	Abstain
8,390,231	2,594,574	249,786


Proposal 4: To approve the proposed Authorized Share Amendment of the Company's Second Amended and Restated Certificate of Incorporation to increase the number of shares of authorized Common Stock from 625,000,000 to 1,500,000,000.

For	Against	Abstain
8,402,424	2,531,113	301,054


Proposal 5: To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, one or more of the other proposals to be voted on at the Special Meeting

For	Against	Abstain
8,356,406	2,525,489	352,696

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: January 29, 2026	Nauticus Robotics, Inc.

	By:	/s/ John Symington
		Name:	John Symington
		Title:	General Counsel

Nauticus Robotics, Inc. 8-K